I'll Never Leave You
by TheLightBehindHerEyes
Summary: What if when the Doctor met Clara in TBoSJ, she had a friend with her? What if the Doctor had met that friend before? What if she was destined for something greater than ever imagined, and what if time was running out before she met that fate? Join Lilly Morgan on her adventures with the Doctor, and watch as her life becomes intertwined with his own. (Please give it a chance)
1. Chapter 1

Some people can go through their lives without a single care about what other's think of them. Some people can live without ever paying any attention to how their behavior impacts other people's lives. Some people can survive on their own.

I was not one of those people.

My whole life, I had a need to gain the approval of others. I yearned to impress people, to try and rise to their standards. I didn't want to be seen as an outcast, or as just some lonely know-it-all who could never make a friend.

As it turned out, I wasn't the only person who felt such a way. And maybe she didn't feel the need quite as much as I did, but I didn't care. I had found a friend.

I was alone no more.

* * *

It all started on a busy Saturday afternoon. I was rushing down the sidewalk, trying to hang on to all of my papers that were due the following Monday at my workplace. I had lost my bag only a few hours earlier, and had no other way to bring the reports to the café I was going to finish them at.

People shoved past me without so much as a word, and I held onto the papers as if they were my only lifeline. I managed to keep a hold of them until I was just outside of the entrance to the café, when someone slammed directly into me, knocking me down onto the concrete.

"Hey, watch it!" He yelled at me.

"S-sorry," I murmured. Just as I got off the ground, I noticed that my papers had escaped from my grasp, and were scattered all along the sidewalk. My eyes widened as I saw people walking over them, and I quickly ran to try and pick them up before any more damage could come to them.

"Here, let me help!" Another girl's voice cut through the bustling sounds of people rushing down the sidewalk, and in a flash a young woman was by my side and assisting me in picking up my remaining papers.

"Th-thank you," I stuttered out, still slightly shaken from the thought of losing my progress on them.

"No problem at all." It was then that I looked up at her. She had medium-length brown hair, and her almond shaped eyes crinkled at the edges as she smiled at me.

"Sorry about that guy. I don't know his name, but I've seen him do that to people before. He's a jerk to everyone." I smiled a bit at that. As we stood from our crouched positions, she handed me the papers she had gathered.

"If I had noticed what'd happened faster, I would have kept them from getting stepped on. Sorry about that." I shook my head.

"It's not your fault." Smiling a bit with embarrassment, I looked down at my shoes, my long brown hair falling into my face. "I was the one who let all of my papers fly away."

"Well _he_ crashed into _you_ , not the other way around. You're not the one to blame here." Peering back up to look at her, I smiled with relief from knowing that she didn't blame me for losing my papers. Shifting the reports into my other arm, I held out my hand to the woman.

"I'm Lilly Morgan. Nice to meet you." She shook my hand.

"Clara Oswald, nice to meet you too." Releasing her hand, I said to her:

"I really can't thank you enough for helping me get these together. They're all due on Monday at my workplace, and I-"

"Hey, move out of the way!" Someone yelled at us, and only then did we realize that we were standing in the middle of the sidewalk. Smiling sheepishly, we moved over to the edge of the pathway, but just as we did so, Clara noticed something behind me and pointed to it.

I turned around, and looked to what she was pointing at: The door to the café. I turned to look at her, and asked:

"Would it be okay if we continued this inside? It's kind of busy out here." She smiled.

"Of course. Lead the way, Lilly."

Little did we know, but the moment we walked through that door, we were opening a whole new chapter of our lives. A chapter full of empathy, then companionship. Soon the companionship would turn into friendship, a friendship so strong it would unite us when we would be worlds apart.

And it was all because of a few loose papers.

* * *

That same year, many months later, I was pacing back and forth in front of my door. Christmas lights were strung across the outside of the entrance, lighting the doorway with all of the colors of the rainbow. My pacing paused every time I heard a car drive past my house, hoping each time that it would be her. Hoping that it would be Clara, about to come in and celebrate Christmas with me.

After about ten minutes of non-stop pacing, I paused again, hearing a motorbike pass by, except this time it didn't actually pass by. It drove up the driveway, and stopped at the very end. I heard the engine die, and my heart swelled. _She's here!_ I nearly jumped with joy, but had to calm myself down.

 _Calm down, Lilly. My god, you're acting like a twelve-year-old at a birthday party or something._ As I slowly regained my composure, I heard a knock on the door, and nearly lost it again.

 _Oh my god oh my god oh my god she's_ _here_ _!_ I opened the door, barely able to hide my excitement.

"Clara!" I engulfed her in a hug, but quickly drew away when I realized how cold she was. "Never mind, get inside, you're like an icicle."

She walked through the doorway, and as soon as I closed it I took her coat for her and hung it on the coat rack. Clara hugged me again, and I hugged her back eagerly.

"I missed you!" She said into my shoulder. I smiled widely.

"You too! How have you been?" Pulling away, I looked at her. Clara smiled.

"I've been amazing-" She paused, then grimaced slightly. "Actually, at one point I got super sick and I felt like crap for a whole week, but other than that I've been awesome!" I nodded.

"Good to hear." We looked at each other for a moment in silence, neither one of us quite believing that we were finally together again.

"Uh- anyway, I got you a present!" I said, and grabbed her hand, dragging her into the living room. She smiled, but scoffed all the same.

"Lilly, I told you, you don't have to get me a present!" It was my turn to scoff.

"Yeah, I know what you said, I just didn't listen." She rolled her eyes as I pulled out a present from under the tree. I handed it to her and she held it to her ear, beginning to shake it. I arched an eyebrow.

"Well if I knew that you were going to abuse it the moment you got it, I wouldn't have gotten you a present." Clara smirked.

"Precisely." I clasped my hands together.

"Come on, just open it!" The excitement was in full blast now; I knew that she would love my gift. Clara rolled her eyes at my childish demeanor, but I knew she was being playful.

Ripping open the wrapping paper, she quickly reached the gift inside. All movement stopped when she read the title:

 _Summer Falls_

 _by_

 _Amelia Williams._

She remained silent for a moment, and my grin slipped from my face.

 _She doesn't like it, does she._

Trying to make amends for my possibly failed gift, I quickly started speaking.

"I-I just thought that it seemed like a book you would like, I guess I wasn't really thinking when-when I got it, and you can return it if you don't like it, but-" I never got to finish my sentence before she pulled me into a hug, the book still clutched in her hands.

"I take it that you like it, then?" I could practically hear the smile on her face as she said:

"Lilly, I _love_ it! Do you have any idea how long I've wanted to read this book?" We pulled away from the hug, and my grin practically stretched from ear-to-ear. I couldn't form any words to show how happy I was that she liked it, so all I could do was stand there, grinning like an idiot.

Nothing made me happier than when I made Clara happy. When she was happy, so was I, so from then on, every Christmas, I made it my goal to make her as happy as possible.

* * *

It was the year after that Christmas when I received a text from Clara. You see, I received texts from her all the time, but this one was different. At the time, I didn't know, but the conversation that followed was what changed everything.

 **Clara:** _Lilly get off your laptop._

I frowned, wondering why she would want me to do that, but just as I was about to close it, she texted again.

 **Clara:** _Wait no, what network are you using?_

I checked the name of the Wifi I was using before texting back.

 ** _I'm using my own network. Why?_**

 **Clara:** _No reason._

I rolled my eyes. Even when I couldn't see her face, I could tell she was lying.

 ** _Clara, what's going on?_**

There was a pause before she texted back, and even in the text I could see that she was a little hesitant to explain.

 **Clara:** _Look at the different network options. There's one that looks weird._

Raising an eyebrow, I checked the different options for Wifi. As I scrolled down the list, I came across one that looked strange.

┓┏ 凵 =╱⊿┌┬┐

 _What is that?_ My mouse only hovered over it for a second before my phone vibrated again. It was another text from Clara.

 **Clara:** _DON'T CLICK IT_

Quickly, I moved my mouse away from where it had been resting, and texted Clara back.

 ** _Why not?_**

I waited a moment, and since no reply came, I texted again.

 ** _Clara, what happens if I click it?_**

 ** _Clara, tell me what's going on._**

 ** _Clara, are you there?_**

 _ **Clara?**_

By that point I was beginning to freak out. Obviously texting wasn't an option anymore. Maybe, considering how freaked out she had seemed over the text, she had hurried off somewhere else, and accidentally left her phone behind.

But that didn't sound like Clara. If she knew that I had questions, and that I was starting to freak out, she wouldn't have left me without answers. She would have comforted me. So that means that it wasn't her choice to leave the phone behind. And that means that someone else was with her. _Oh god._

I peered out my window. The house she was staying at was only a few streets away. I could drive, or I could walk. But considering how freaked out she was, maybe walking wasn't a good idea.

Closing my laptop, I tucked my phone in my pocket and ran to get my jacket from the coat rack. I slipped into my coat, and just as I was about to open the door, all of the lights went out. The lights from the neighbor's house went out too, a mere second after mine had.

 _Okay, that's really freaky._ I threw the door open, and ran into my driveway. Glancing at the houses down the street, I saw that all of the lights had gone out there too. The only light I could see was from a couple streets away, directly where-

I stopped myself. It was too creepy and strange to be true.

The only light that could be seen was coming directly from the house where Clara was staying.

 _Okay, that can't be a coincidence._ I ran over to my motorbike, and just as I was about to get on, the door to my neighbor's house opened. I barely glanced over at the person as I mounted the vehicle, but when I heard a machine-like whirring sound I looked up.

My eyes widened as I saw my neighbor's head turn in a full circle. The back of her head looked like someone had chopped off the back and hollowed out the inside, before replacing it with a computer. Maybe it _was_ a computer, not my neighbor.

Deciding that I didn't want to wait and see what would happen next, I quickly revved the engine and pulled out of the driveway. I took off down the street, not even bothering to use my turn signal before whipping around each turn in the road. In less than a minute, thanks to my reckless driving and ridiculous speed, I was in the driveway of Clara's house.

A big blue police box was sitting at the edge of it as I pulled up, and as soon as I stopped my motorbike I jumped off, running up to Clara. Her eyes widened as she discovered the stressed state I was in. I hardly noticed the man who was looking curiously at me as I spoke rapidly to Clara.

"Okay first of all you can't just ignore my texts when I'm freaking out and second of all I think my neighbor has been replaced by a machine and I have no idea how that happened but at first she just gave me this blank look and stared at me for a moment before her head turned 360 degrees and it looked really weird and-"

"I'm assuming she acted something like that?" The man interrupted, and I followed his finger to look where he was pointing. Another person was standing across the street, staying perfectly still.

"Y-yes." I whipped around to face Clara again. "What are those things?" She shook her head.

"I have no idea but they're not good news, I can tell you that." She had lost my attention, since the lights in all of the neighbor's houses started to turn on. I followed the lights with my eyes, and slowly began to realize something:

The lights were surrounding us. Only a few streets away, my house was in shadow, completely covered in the cloak of darkness that nighttime naturally brings us, but here, it was entirely lit up, like a big spotlight.

"Clara, look around you." The man said, also looking at the houses lighting up.

"What's going on? What's happening? Is the Wifi switching on the lights?" I turned back to look at her. _How could Wifi even do that? Is that why she was so insistent on not clicking on the weird, alien-looking network?_ However, I shook the thoughts out of my head, and tried to answer her question.

"You know how I only live a couple streets from here?" I asked her. Clara nodded, not really understanding how it related to the problem at hand.

"Just before I left, all of the lights on the street went out. It's complete darkness over there; I could hardly see. But here, it's all lit up like a spotlight." I paused for a moment, before saying out loud what had just gone through my head, not especially caring about how crazy it sounded. "It's like someone's placed a big target right here."

The man across the street began to make a whirring noise, and I whipped around to look at him. His head turned 360 degrees, revealing a machine looking exactly like the one that had replaced my neighbor.

"What is that thing?" I asked. The man responded.

"A walking base station. You each saw one earlier." I turned to Clara. _She had seen one too?_ She gave me a quick look that said _I'll explain later,_ before saying to the man:

"I saw a little girl."

"It must have taken an image from your subconscious, thrown it back at you. Ah!" He hit himself on the head. "Active camouflage!" He paused, then looked around.

"They could be everywhere." He peered suspiciously at me for a moment, so I gave him a glare before doing a little spin to show that I wasn't a machine.

A mechanical whirring sound seemed to come from all around us, and I backed up slightly so I could stand next to Clara.

"Doctor? Doctor!" The man – _Doctor,_ apparently – rushed to her side. Clara turned around, and Doctor and I followed her lead. My eyes widened as I noticed that all of the lights in the city were going out.

I clasped my hands together; a nervous habit.

"Okay, so, obviously not just a little power outage. Something- or someone, I guess – is turning out all of the lights except for the ones around us." I murmured, before listening for a moment.

"Wait, Doctor, so what exactly is going-" I pressed a hand to Clara's mouth, and she glared at me.

"Shh." If I concentrated, I could hear a faint roaring sound – the sound of a plane's engine.

"So all of this is apparently connected to the weird wifi thing, right?" Doctor nodded.

"Yes, well-"

"And some planes have wifi." The roaring sound became louder as we all cast a glance to each other.

"So, that means that what I said earlier is apparently very accurate – someone's put a big target right here, since this is the only area that's lit up."

Doctor took one last look at the plane that was approaching us at alarming speeds, before declaring:

"Into the box, now!" He grabbed Clara's hand, causing her to grab mine, and he raced into the police box, dragging us along with him.

"Why're you-" I didn't get to finish my sentence as I entered the police box, subconsciously shutting the door behind me.

"Woah."

"Yes, it's a spaceship. Yes, it's bigger on the inside. No, I don't have time to talk about it!" I barely heard him speak as I gazed around the interior of the ship.

 _It's beautiful!_ A small hum echoed inside my mind. _Hold on- is it - are you alive?_ Another hum. A laugh escaped my lips, and I whipped around to see Clara gazing with shock at the inside of the ship.

"But- but- but it's-"

"Shut up, short hops are difficult!" I furrowed my eyebrows. Grabbing onto a railing as the ship started to shake.

"What do you mean 'short hops?' Does it- sorry, she or I guess he – move?" Doctor gave me a strange look, so I quickly backtracked, assuming that the reason for the look was because it was a stupid question, and I replaced the she/he in the question with 'they,' since I didn't know what gender the ship was, if they had a gender at all.

"Well, I mean clearly they can, because if not that would be silly, but I mean-"

"No time!" He interrupted. Clara still seemed to be in shock.

"Bigger on the inside, actually bigger!" There was a sudden shake, and I nearly fell over, if not for the railing behind me.

Doctor began to head for the doors.

"Right, come on!" Clara and I dashed after the madman, Clara exclaiming:

"Wait, we're going to go back out there?" Doctor smiled and ran up to us.

"We've moved. It's a spaceship. We flew away." A smile spread across my face at that.

 _You are so cool,_ I mentally praised the ship. Doctor snapped me out of my thoughts when he grabbed Clara and I's hands.

"Away from the plane?" He smiled a little sheepishly as we hurried to the door.

"Not exactly." And with that, he threw open the door, rushing out with both Clara and I in tow. Clara let out a gasp as she exited the ship, and I nearly crashed into her when she turned back around to face the spaceship.

"How did we get here?" Doctor turned around only for a moment to say:

"It's a ship, I told you! It's all very stretchy!" I pushed past Clara, hanging on to the seats lining the isle of the plane as it rocked back and forth.

"Is this the plane? The actual plane? Are they all dead?" Doctor nearly fell over, and I barely managed to catch him and keep him upright as he answered Clara's onslaught of questions.

"Asleep! Switched off by the Wifi! Never mind them!"

"So the pilots are too, then, right? We have to wake them up!" I yelled over to noise of the plane.

"That's what I'm planning on!" Doctor yelled as we reached the entrance to the cockpit.

"So we'll turn off the Wifi to wake 'em up?"

"Precisely!" He yelled back. He pulled out a weird metal device, but I couldn't get a good look at it because of the turbulence the plane was facing.

"What's that thing do, Doctor?"

"It's called my sonic screwdriver, and it does a lot of things. It can hack stuff, unlock doors, lock doors, and tons of other stuff."

Just as he finished saying that, he unlocked the door to the cockpit, and all three of us stumbled in.

"What's going on? Is this real? Please tell me what is happening!" Clara started to scream the last part and I put a hand on her shoulder to try to keep her calm.

"I'm the Doctor, I'm an alien from outer space, I'm a thousand years old, I've got two hearts and I _can't fly a plane!_ Can you?" He turned to face Clara and me, hoping desperately for an affirmative answer. I shook my head, while Clara responded with "No!"

"Oh, fine. Well, let's do this together!" And with that, he grabbed onto what looked to be the steering wheel of the plane, and pulled desperately on the handles. As Clara and the Doctor both began to scream, I pulled the sonic screwdriver from the Doctor, and quickly searched for a button to activate it.

"You said it hacks things, right?" I yelled over their screams.

"Yes!" He yelled back.

"Then why don't we just do this?!" Praying desperately for it to work, I pressed the button and pointed it at the controls.

The plane instantly evened out, avoiding collision with the buildings and keeping all of us from dying. I let out a sigh of relief, before pressing the button one last time to try and turn off the Wifi.

I heard a small 'click' and assumed that a little lever or button or whatever that was used to keep the Wifi going was switched off, and I let out one last a sigh of relief as the pilots slowly started waking up.

The Doctor and Clara were staring at me as I handed the sonic screwdriver back to the Doctor, and I gave him a big smile, ignoring their stares.

"Thank god that worked!" An intake of breath from behind me caused me to turn around. One of the pilots was awake, and he gave all of us a glare before saying:

"What the hell's going on?"

"Well, she-" The Doctor pointed at me, "- just blocked your Wifi, so you're waking up for a start. Tell you what," he patted the pilot. "- do you want to drive?"

With that, he climbed out of the cockpit, and I quickly followed after giving the pilot a sheepish smile. I grabbed Clara's hand to snap her out of her shock, and pulled her with me to the back of the plane.

 _Well this is not at all what I thought would happen tonight._ And with that thought, I ran back into the spaceship, my best friend in tow.

 _Although, I have to say, there's no way I'm complaining._

* * *

 _ **Hello there, I hope you all liked the chapter. I'm not 100% sure where I'm going with this story, so the first couple of chapters may seem a little strange. I didn't mean for this chapter to be so long, so please don't expect the next chapter to be just as long as this one.**_

 _ **Also, I don't know when I'll update next. Since I'm still pretty inspired to continue with this story, it'll likely be rather soon ('rather soon' meaning within the course of a week, most likely earlier in the week rather than later).**_

 _ **I'll try my best to keep the characters as realistic as possible, and I'll attempt to maintain their actual personalities, but since I'm pretty much still a beginning writer I can't guarantee that they'll always be completely the same as their characters in the show.**_

 _ **And last but not least (and I sincerely apologize for the ridiculously-long Author's Note), I would like to point out two things:**_

 _ **1: I know that for the majority of the chapter, Lilly calls the Doctor just 'Doctor,' and it says things like 'Doctor does this' instead of 'THE Doctor does this,' but that's because the first time she hears his name is when Clara calls him 'Doctor' instead of 'The Doctor.'**_

 _ **2: Please excuse any spelling/grammatical mistakes. Often I'm so excited to publish I forget to look over the chapter for errors.  
**_

 _ **Anyway, thank you for reading this, and if you'd like too, please leave a review. It's always nice to hear what you guys think about the story so far.**_


	2. Chapter 2

_She giggled slightly as she watched him run around the console, trying to press practically all of the buttons at once._

" _Oi! Don't laugh! There's supposed to be six people piloting this thing and if you're not going to help then it's all up to me!" She smirked._

" _Well first of all she's not a 'thing,' treat her with a little respect," The TARDIS hummed in agreement. "-and second of all, I'm not helping you because it's funny to watch you scramble around and try to do it all yourself." The Doctor groaned as she made fun of him._

" _But it's so much easier when you help me," he complained childishly. She stood from the captain's seat, and walked over to him before patronizingly patting his head._

" _There there," she said, like a mother consoling a child. He rolled his eyes._

" _You flew her perfectly well before you ever met me," she said to him._

 _The way she said 'before you ever met me,' as opposed to saying 'before we ever met,' only stood to remind him of their warped relationship, one person always knowing more about the other than the other knows about them._

 _She noticed the frown on his face._

" _What's wrong?" He snapped out of his thoughts, and turned around to fiddle with some of the controls._

" _Nothing, nothing's wrong," he said, trying to cover up what he had been thinking about. She didn't buy it for a second._

" _Doctor, tell me what's wrong." He paused his actions, before turning around with a sigh and facing her._

" _I just-" he stopped. He knew that it wasn't fair to blame her for what always happened when they met. It wasn't her fault. But he still couldn't help but wish it could be different._

" _You just wish that I could stay with you," she murmured, saying exactly what he was thinking. "You know it can't be that way."_

 _He looked into her eyes. Those beautiful, beautiful eyes. She searched his face for a clue, a hint,_ _ **anything**_ _, desperately hoping that he wasn't really thinking what she thought he was thinking. And then she found it. All of the evidence she needed, right in the broken look that he let flash across his face for a split second._

" _I'm sorry, but I-"_

" _It's not my fault that it happens." He glanced away for a moment, before looking back to her._

" _I know, I just-"_

" _I didn't ask for this. I didn't ask to be torn from my life and thrown into this!" He grabbed her shoulders and looked into her eyes._

" _I know, and I'm sorry, I truly am, but I just feel like . . . I feel like you deserve so much more. You have earned so much more than what you've gotten, and I hate to watch you go." His voice broke slightly. "Every time I watch you leave I know that I may never see you again, and I just . . . It hurts so much, to think that every time might be the last."_

 _She looked into his eyes, searching for any sign of insincerity, and upon finding nothing, she pulled him into a hug, engulfing him in her calming embrace._

" _It's not your fault, it's never your fault," he murmured into her ear._

" _I'm sorry."_

"I'm sorry."

The Doctor was snapped out of his thoughts by the sound of someone speaking to him.

"Huh? What?" Lilly smiled awkwardly.

"I said 'I'm sorry.'" The Doctor turned to face her, while at the same time he fiddled with a random control on the console.

"What for?"

"Well, when I used your sonic screwdriver to fix the plane, you gave me this- this weird look." He raised an eyebrow. "I don't really know what that look meant, so I'm just apologizing, in case I did something wrong," Lilly explained. The Doctor nodded in understanding.

"No no no, you're fine. You were great! You did great!" Lilly smiled, although it wasn't completely an honest smile. She could tell that something was still bothering the Doctor.

"Oh, by the way, I don't believe we've been formally introduced." He held out a hand, before saying:

"Hello, I'm the Doctor." She took his hand.

"Lilly Morgan. Nice to meet you, Doctor." The Doctor looked as though he was about to say something more when Clara interrupted them.

"Okay, when are you going to explain to me what the hell is going on?" Lilly smiled.

"Well, I believe you were there for the whole 'saving the plane' bit." She began to speak again, before her eyebrows furrowed. "Wait a second, you never explained, how exactly is this connected to the Wifi? When are you going to explain that bit?" The Doctor gave then a sneaky smile.

"How about at breakfast?" He asked, before pulling a lever and causing the whole ship to shake. Clara nearly fell over, and Lilly just barely managed to catch her.

With a quick thanks, Clara set out after the Doctor as he headed to the doors.

"What? I ain't waiting till breakfast!" She exclaimed. The Doctor paused just before exiting the ship, and he turned around to face the two girls.

"It's a time machine. You never have to wait for breakfast." Lilly's eyes widened.

 _Seriously,_ _ **time travel?!**_ _This has been such a crazy day._

The Doctor turned around and opened the doors. Sunlight poured into the ship, along with the sound of a crowd cheering.

"Thank you, thank you!" The Doctor exclaimed as he sauntered out of the space-time machine. Lilly shared a glance with Clara before rushing out of the ship, grabbing her friend's hand as she did so.

"Yes, magic blue box! All donations gratefully accepted. Roll up! Roll up! Give us your dosh." A fez that Lilly hadn't seen him carry out of the ship was suddenly in his hand as she exited the police box, but she just brushed it off as another strange thing about this man.

"Oh, pennies, pounds, anything you've got. Keep collecting, we need enough for breakfast." Something seemed to occur to him, as he quickly turned around to head back towards the spaceship.

"Just popping back to the garage." He walked back into the ship, and it took Clara a moment before she commented, confused.

"Garage?" Lilly's eyebrows furrowed.

"Doctor? What do you mean by 'garage?'"

Clara looked back around, still a little mesmerized by the fact it was suddenly daytime.

"So this is it? Tomorrow's come early, then."

"No, it came at the usual time, we just took a short cut." The Doctor rode out of the spaceship on a motorbike, and Lilly grinned.

 _I swear, this man is such a show off._

The crowd started applauding. "Thank you, thank you!" The Doctor exclaimed. "Tomorrow, a camel!" Lilly's eyes widened.

"You shouldn't make promises you can't keep, Doctor." He looked to her.

"Who says I can't keep it?" Lilly was about to make a remark, when she noticed something.

"Uh, Doctor, there's only enough space on that motorbike for two people. Do you have another, by any chance?" The Doctor smiled.

"As a matter of fact I do." And he then proceeded to give her the most obscure directions imaginable. She tilted her head, much in the manner of a confused dog, but he just waved her off.

"The TARDIS will show you."

"What's the TARDIS?"

"That's the name of my ship- well, really just the species – but anyway she's called the TARDIS. It stands for Time And Relative Dimension In Space. She'll show you the way." Lilly grinned.

"Okay, I'll be right back." With that, she ran into the TARDIS.

 _Hello! Could you show me the way to the motorbike the Doctor was talking about?_ She noticed a corridor light up, and she placed a hand on the wall.

 _Thank you._ She set off down the hallway, moving as fast as she could to get to the room with the motorbike. She didn't want to keep them waiting.

It took her not even a minute to find it, and she quickly wheeled it back into the console room. She strapped on her helmet and exited the TARDIS, being careful to close the door behind her.

"Ah, there you are, we thought you might have gotten lost!" Clara joked. Lilly feigned a hurt expression, pressing her hand to her heart.

"Clara how could you?" She said dramatically. "You have wounded me." The Doctor rolled his eyes.

"Oh come on, it's breakfast time and we need to get to a less-crowded place."

Remembering the killer-wifi, Lilly quickly got on her motorbike, and rolled it up next to the Doctor's.

"Ready?" Lilly nodded.

"Here we go!" And with that, they were off.

* * *

The wind was whipping Lilly's hair in every direction, but she didn't care. It was just another thing she enjoyed; the freeing feeling of riding a motorbike without a care in the world. Well- except, you know, she wasn't exactly care-free at the moment because there were still people out there that were after her best friend and possible-friend for some reason.

But until it was brought back up, she was going to ignore that. Because after all, why would she want to waste a perfectly good opportunity to learn more about this amazing man?

* * *

Not long later, they were all sitting down at a table outside of a café. The Doctor and Clara managed to get Lilly all caught up on what had happened before she showed up outside of Clara's house.

"So if we can travel anywhere in time and space, why did we travel to the morning? What's the point in that?" Clara asked, after they had finished explaining everything to Lilly.

"Whoever's after us spent the whole night looking for us. Are you tired?" He answered, not looking up from the laptop.

"Yes," Clara responded. He peered up at her, sitting back in his chair. Lilly sipped her coffee as she watched the exchange.

"Well, then imagine how they feel. They came the long way 'round." The Doctor went back to typing on the computer as he finished his sentence. "They've got to be close. Definitely London, going by the signal distribution. I can hack the lowest level of their operating system, but I can't establish a physical location, their security's too good."

"Are you an alien?" Lilly gave Clara an 'are you serious' look at the sudden change of topic.

"I am," he responded, not missing a beat. "Yes, okay with that?"

"Fine, yeah." He looked to Lilly. She was drinking her coffee, so she settled for a thumbs up.

"I think I'm fine," Clara continued. "So what happens if you do find them? What happens then?"

Lilly placed her coffee down on the table.

"I've been wondering that too. I mean, we can't just go in and tell them to let everyone go, and we can't go in and fight them for it." Lilly grimaced slightly at the thought of fighting people. She was capable of it, she was fit and athletic enough, but she had never liked the idea of violence.

"I don't know what we'll do. I can't tell the future, I just work there." Lilly didn't miss the glance he sent her way as he said this.

Clara gave him a disbelieving look. "You don't have a plan."

"Oh, you know what I always say about plans?"

"What?" Lilly asked at the same time as Clara. They shared a smile just as the Doctor answered their question.

"I don't have one."

"People always have plans," Clara replied, before taking a drink of her smoothie. The Doctor gave her a look, almost as if he was trying to decipher something from the way she was acting, or maybe even the way she was speaking, but it was gone soon enough, replaced by a small, see-through smile as he leaned back in his chair.

"Yes. Yes, I suppose they do. So tell me, how long have you been looking after those kids?" He closed the laptop as Clara answered.

"About a year, since their mum died."

"Okay." The Doctor looked out at the scenery around them before asking his next question:

"Why you? Family friend, I get that, but there must have been others. Why did it have to be you? I mean you don't really seem like a nanny." Lilly arched an eyebrow at the slightly particular question, and she moved to take a sip of her coffee before noticing the cup was empty. She was about to say something about it when Clara reached across the table and grabbed the laptop.

"Gimme." The Doctor latched on to it.

"Ha!" He pulled it back. "Sorry. What?" Clara leaned across the table.

"You need to know where they physically are, their exact location?"

"Yes," he responded. Clara snatched the laptop away from him.

"I can do it." The Doctor reached out an arm like a toddler trying to get back their toy.

"Oi, hang on, I need that."

"You hacked the lower operating system, yeah? I'll have their physical location in under five minutes. Pop off and get us a coffee."

The Doctor tried to pull back the laptop.

"If I can't find them you definitely can't."

She pulled it back.

"They uploaded me, remember? I've got computer stuff in my head!"

"So do I."

"I have insane hacking skills."

"I'm from space and the future with two hearts and . . . twenty-seven brains."

"And I can find them in under five minutes, plus photographs. Twenty-seven?"

"Okay- slight exaggeration."

"Coffee. Go get. Five minutes, I promise." The Doctor gave her what could only be described as a pouty face, before checking his watch and trying to disprove her once again.

"The security is absolute."

"It's never about the security. It's about the people." Her fingers flew over the keyboard, and the Doctor began to pout once more. He stood up, but as he began to walk away he turned to face Clara once more.

"Why do you keep looking at me like that?" She questioned as he looked down at her.

"Sorry, no, it's nothing. It's just . . . you're a nanny. Isn't that a bit, well, Victorian?"

Clara arched an eyebrow.

"Victorian?"

"Well you're young. Shouldn't you be doing, you know- with the young things-" At this point in the conversation he started dancing terribly, trying to indicate to Clara what she could've been doing with her life instead of being a nanny.

"-with – with young people?"

"What, you mean like you, for instance?" Clara questioned. "Down boy."

"No, no," he started, trying to make amends. "I didn't- oh, shut up!"

And with that he walked away from Clara, who was already buried in hacking the security, leaving no one to notice the empty chair beside his own, right where Lilly should have been.

* * *

 _ **Hello again dear readers, and thank you for reading through the second chapter of this story! I'd like to apologize for the crappy quality of this chapter. I wrote it when I was a little sleepy, so it's not at all at the best it could be.**_

 _ **Also, I'd like to apologize for any mistakes I might have made regarding the names for objects/places. I don't speak British-English myself, so any mistakes that I made regarding the different names for certain things (Ex: motorcycle = motorbike) are completely my fault and I apologize for that.**_

 _ **Next chapter I'll try to not only give Lilly a little more 'screen time,' but I'll also try to make the Author's Note shorter. So anyway, thank you for reading!**_


	3. Chapter 3

Lilly had watched their argument on who would use the laptop for a short while, but the lack of coffee in her cup mixed with the lack of sleep she had gotten wasn't working for her, so while they were engrossed in their "I'm better at hacking than you are" contest, she slipped away from the table to get another cup of coffee.

As she walked into the café, Lilly looked around. There were quite a few other people milling about, and she made sure that none of them were a spoon-head thing before she walked up to the counter.

"Another coffee, please," she said politely. The barista nodded, then turned around to start making the drink. Lilly rested against the countertop as she peered around the room. It was well-lit, the many windows allowing light from outside to shine in. She could see the Doctor and Clara continuing to argue over the laptop, causing her to smile slightly and roll her eyes. _I swear, they're like children._

The Doctor started looking dejected, and Lilly let out a small chuckle. There was no doubt about it; Clara was winning their little contest. _She always has been a stubborn one,_ she thought jokingly.

The sound of energy pulsing brought her attention away from her friends. Her long brown hair fell back over her shoulders as she looked up at the ceiling, where all of the lights were flickering.

"That doesn't sound normal," she muttered to herself.

"That's because it isn't." Lilly's gaze was torn away from the strange pulse of energy when a waitress spoke to her. Her eyes narrowed.

"Who are you?" She asked, suspicion leaking into her voice. The waitress tilted her head, raising an eyebrow in a condescending manner.

"Look at you, so young." The waitress walked closer. Lilly didn't move from her spot, simply watching with narrowed eyes as the woman approached. " _The Light of Time._ You don't even know yet, do you?" She paused, looking her up and down.

"Oh, look at that. You really don't know." The waitress smirked, and Lilly had to hide a scowl at how much she wanted to smack the look off of her face.

"Oh, by the way, don't be mean to this poor girl, she's not really the one speaking." As she finished saying that the electricity pulsed again, and the waitress walked right past Lilly as though none of it had ever happened. Although, for her, apparently it hadn't.

Lilly stood there for a moment, trying to figure out what just happened. _Okay, electricity buzzed, lady got possessed, name calling, and now we're here._ She dragged a hand through her hair to try to calm herself. _I should probably tell the Doctor about this._

Just as she moved to head towards the door however, she felt something vibrate in her jeans pocket. Reaching into it, she pulled out her phone. _Oh yeah, I forgot I put that there._

An unknown number popped up on the screen, and Lilly raised an eyebrow in suspicion. She let the call go to voicemail, and then walked over into the lady's bathroom before holding the phone up to her ear to hear what the other person was saying.

"-like to hear from you soon, Lilz. It's been _forever_ since I last saw you." Lilly rolled her eyes in exasperation when she recognized the voice. _Seriously Clara?_

Pressing the 'talk' button, she held the phone back to her ear.

"Hey, Clara, you do realize that it's barely been over a minute since I last saw you." There was a small gasp on the other end.

"Lilly! Oh my goodness, you haven't contacted me in days and you swore that you would stay in touch and-"

"Woah woah woah, slow down drama queen. Why are you calling me?" A Scottish-sounding voice came through the phone, sounding slightly muffled.

"Ask her who she's with." Lilly's eyes narrowed in confusion at the unfamiliar voice, but she didn't have enough time to comment before Clara asked:

"The Doctor wants to know who you're with." Lilly's mouth gaped open for a second before she exclaimed:

"Hold- just, just hold on. First of all, that man is clearly not the Doctor, because I know what the Doctor sounds like and that's not it, and second of all what the hell do you mean by 'who am I with?' I'm in the freaking bathroom at the café, am I _supposed_ to be hanging out with someone in here or something?" She groaned with annoyance.

"Why is today so _confusing_?! First the freaky Wifi and then I met an alien and a sentient time machine and now-"

"You're really young, aren't you." It wasn't even a question, simply a statement. Lilly paused. Was that . . . _sadness_ in Clara's voice? She shook it off. It was stupid to think that her friend would be sad to find out how old she was.

"Okay, that's the second time today someone's told me how 'young' I am. Would you _please_ just explain to me what that means?!" Clara sighed.

"I . . . I'm not the current Clara you're with, I'm a future her - me - whatever. Erm- I meant to call a future version of you, not . . . not _this_ you. _This_ you, is just- you're just . . . you're so early." Lilly scoffed. The left-over annoyance and slight aggression from her confusing talk with the waitress was coming through.

"Thanks. I'm doing my best not to feel insulted." The sound of someone pulling the phone away from Clara came through the speaker, and the Scottish-sounding voice from earlier was heard.

"Sorry about that, happens all the time. The TARDIS phone - being aboard a time machine and all - sometimes phones the wrong point in the timeline of the person we're trying to reach."

"Ooookkkaaay, and who are you?" She wasn't bothering with formalities; she was pretty fed up with how strange and trying her day had been.

"I'm the Doctor - well, the future Doctor. You haven't met me yet, apparently." Lilly arched an eyebrow.

"Okay, if you're really the Doctor from the future, how come you sound different?"

". . . spoilers." Someone - presumably Clara - snatched the phone back from the Doctor.

"Lilly, I- uh, since the last time I met this version of you - the young you - since then, there's something I've wanted to tell you." The connection started breaking, but not in the normal way. It almost seemed to Lilly that the TARDIS was trying to end the conversation herself.

"I-I want you to know, I'll always-" The sound of static filled her ears, before cutting back to Clara's voice. "-there for you."

Lilly's eyebrows scrunched together in confusion. "You'll always _what?_ "

"I'll-" More static. "-be there for you."

"You'll- you'll always . . .be there for me?" Silence. Lilly could only hope that she had gotten it right.

". . . Always." A small smile graced Lilly's lips.

"Don't go quoting Harry Potter on me, Clara Oswald. And no, I don't care how small the quote is, that was a heartbreaking scene."

"Oi, that happened only _one time,_ and you started the conversation!" A laugh escaped Lilly's lips, until she realized something. _Time._

"Time. Oh, boy."

She held the phone away from her ear for a moment, checking the clock. "I should probably get back to you – my _current_ you – and the Doctor. Bye, Clara."

"Bye Lilly." A little click told her that either Clara - or the TARDIS - had hung up the phone, and then she was off, to find that impossible man and her best friend. Hopefully they would know what was going on.

* * *

She had just exited the bathroom when she noticed something odd: All of the people in the café were frozen in place.

"Okay that's definitely not normal." She began to rush to the door, when she heard a little girl's voice go "And clear!"

People rushed out the door, shoving past her like she wasn't there. Lilly whipped around to see if anyone else was remaining in the café. Her eyes landed on the Doctor and a wave of relief swept over her.

"Doctor!" She ran to him, and he quickly pulled her behind him in a protective gesture. The reporter on the TV suddenly straightened up, and what looked to be lines of code started flashing across her skin.

"We can hack anyone in the Wifi, once they've been exposed long enough."

"So there's one of your walking base stations here, somewhere close?"

"There's always someone close," the reporter responded. "We've released thousands into the world. They home in on the Wifi like rats sniffing cheese."

"I don't know who you are, or why you're doing this, but the people of this world will not be harmed. They will not be controlled, they will not be-" The way the Doctor began speaking caused Lilly to take a step away from him. This was not a side of the Doctor she had seen up until then.

"-The people of this world are in no danger whatsoever. My client requires a steady diet of living human minds. Healthy, free-range human minds. He loves and cares for humanity. In fact, he can't get enough of it."

"It's obscene," the Doctor muttered. "It's murder."

"It's life," the reporter replied. "The farmer tends his flock like a loving parent. The abattoir is not a contradiction. No one loves cattle more than Burger King." Lilly's eyes narrowed, realizing what the woman was doing.

"Doctor-"

"No, Lilly." She huffed with frustration, and began to tug on the Doctor's suit jacket.

"Doctor, she said that-"

"Not now Lilly." He walked closer to the TV. "This ends. I'm going to end this today."

"How? You don't even know where we are." Lilly finally lost it, giving up on trying to gain his attention before announcing what she had been attempting to tell him.

"Doctor, she said that people who've been exposed to the Wifi can be controlled, so guess what: Clara's in danger, you buffoon!" With that, she rushed out the door . . . only to run right into the Doctor. Or, well, he looked like the Doctor at first glance. But when looking up to his head – it was another Spoonhead. Lilly gasped.

"Oh dear lord." She didn't hear any noise from inside, so she assumed that either the Doctor didn't hear her when she spoke to him, or he just was too engrossed in figuring out who's controlling the operation to try and listen to another idiotic human.

Lilly tried to run past the replica of the Doctor, only for him to grab her arm in a grip so strong she thought it would break her wrist. A whimper escaped her lips as pain shot down her arm. Clara was just around the corner, but she knew that if she tried to call out for her or the Doctor then the machine would snap the bones.

A download bar started filling rapidly on the Spoonhead's screen, and the edges of Lilly's vision briskly started to turn black. Her voice was barely a whisper as her senses promptly all started to fade.

"Please, Doctor, someone, I don't want to-" Her legs gave out beneath her, and the robot caught her in its arms to keep her from making extra noise while falling to the ground.

The gray, dull concrete was the last thing Lilly saw before the download bar filled completely,

As the machine lowered her quietly to the ground, her consciousness was completely gone.

The gray, dull concrete was the last thing Lilly saw before the download bar filled completely. Her hazel-green eyes stared blankly at the ground beneath her, completely devoid of life.

Silence followed for a short time, until a small voice was heard.

" _I don't know where I am."_

* * *

"Who is your client? Who's doing this? Hmm? Answer me."

"Tsk tsk tsk, Doctor. If only your Light were here to guide you." The Doctor narrowed his eyes at the woman's use of _her_ name.

"She is. She's right here, you idio-" He had reached out to grab Lilly's hand, only for him to meet empty air. His gaze snapped over to where she should have been.

"Lilly?" No response. "Lilly!" He rushed out the door of the café, about to call out for her once more when he nearly tripped over something . . . or more of, someone.

"Lilly, oh please no!" He crouched down, swiftly pulling out his screwdriver and scanning her for any signs of life. In a flash he got the results, and his eyebrows drew together in anger.

"No, not her. Not my Light." But it was already done. She had been uploaded, and she couldn't come back.

Head hung low, he carefully swept his arms underneath of her so he could lift her, and as he raised her from the cold of the concrete, something fell, hitting the ground with a sharp _'thunk.'_

The Doctor's eyebrows knitted together, but he ignored it as he stood, beginning to walk her around the corner to where he had been sitting earlier . . . only to have a voice stop him in his tracks. A soft, muffled, yet very familiar voice.

" _I don't know where I am. Please- oh god, I don't know where I am!"_

He was frozen in place, and it took three more of her cries for him to snap out of his stupor and carefully place her onto the ground.

" _Someone, please, anyone, I don't know where I am!"_

The Doctor ran back to where he had picked her up, and saw her phone laying screen-up on the ground.

" _Is anyone there? Clara? Doctor? Doctor, please help, I don't- I don't know where I am."_

On the screen of her phone, she ran a hand through her hair. Her eyes were darting around in fear.

" _Please, Doctor, if-if you can hear me, just- make sure Clara's safe."_

She swallowed back her fear, although her eyes continued to jump around the screen.

" _I'll-I'll be fine, just- keep her safe."_

 _Clara!_ He had forgotten all about Clara! He scooped Lilly's phone into his hand, and quickly placed it in his jacket-pocket. He rushed towards the table they had been sitting at, only to just about run into the Spoonhead. He stopped in his tracks, staring at it, as the face – _his_ face – began to turn around, revealing Clara's consciousness trapped within it.

 _"Doctor? Doctor, help me! Doctor? I . . . I don't know where I am. I don't understand. Doctor, help me please! I don't know where I am."_

Clara's voice grew more frantic as she started repeating the phrase over and over, Lilly's muffled voice joining in, in an eerie sort of harmony.

" _I don't know where I am!"_

He pulled Lilly's phone out of his pocket, then looked back at the Spoonhead. A determined look overcame his features, and in one swift movement he pulled the sonic screwdriver out of his pocket and pointed it at the Spoonhead.

He wasn't going to go down without a fight.

* * *

 _ **Thanks again for reading. I hope this chapter wasn't super confusing or anything, because I know that I included quite a few parts in there that don't really seem relevant to the story. But please let me know what you think about it, because I always love to hear from you guys!  
So anyway, thanks for reading this! I hope to update again soon!**_


	4. Chapter 4

" _Where am I?"_

. . .

" _I don't know where I am."_

. . .

Those words were repeating over and over inside of the Doctor's pocket as he raced to The Shard to fix what had happened to his friends.

 _Now, how come each time Clara was uploaded, her consciousness was held inside of the walking base station, but the same didn't happen for Lilly?_ The Doctor pondered.

 _Possibly because her life signs have differentiated so much from that of a normal human, she can no longer be recognized and treated as one by a mind as simple as that of a remote-controlled robot._ He grinned, proud of himself for his clever answer.

 _. . . And because she can't be treated as a human lifeform, she's seen as a threat, so instead of uploading her to the data cloud, it uploaded her into the nearest piece of technology connected to Wifi, in order to hold her in place, like a jail cell. That way, if she was a more intelligent lifeform than them, they wouldn't have to worry about her ruining their scheme._ His grin grew wider, and he mentally patted himself on the back.

 _I'm brilliant, I am._

. . .

" _Doctor?"_

. . .

" _Doctor, are you there?"_

The Doctor carefully pulled one hand off of the handles of the motorbike, and fished the phone out of his pocket. He glanced down at the phone as he controlled the vehicle with one hand, watching Lilly on the screen.

" _Doctor, please, I-I don't . . . I don't- I don't know what's going on."_

. . .

" _I-I practically always know what's going on. I don't especially l-like it when I don't. S-smartest in my class, nearly every year."_

Lilly began taking deep breaths, trying to calm herself down.

" _I-I don't know if you're . . . if you're even out there. I just- I figured it out. Where I am."_

. . .

" _I'm on my phone, aren't I?"_

. . .

" _I can't- I can't see . . . I can't see anything outside of my phone. It's like I've been downloaded on-onto the screen, almost like I'm looking down at it, but I can't move away from the screen, I-I guess."_

. . .

" _I-I don't know if that's of any use. I doubt it is, to be honest."_

. . .

" _I don't even know if you can . . . if you can hear me at all."_

The Doctor stopped looking down at the screen, instead keeping his eyes on the road. He stowed the phone back into his pocket. He could still hear her through it, but he didn't need the visual to make him feel even worse.

" _Even though I can't . . . I can't see what's going on, wherever you are . . . I can- I can practically sense it- I can sense that something's happening. I don't-I don't know why."_

. . .

" _Doctor, please."_

. . .

" _Doctor, I'm so scared."_

And that was all he could bear.

The phone was on mute after that.

All communication gone.

No more Light to guide him.

He was on his own.

* * *

Lilly glanced around. Her hazel-green eyes searched her surroundings desperately. It seemed familiar, but it was all wrong. All, all wrong.

 _But why is it wrong. Why does it seem so true and so real but so wrong at the same time . . ._ Then it hit her.

 _It's in 2D. I'm- I'm in an area, that's in 2D._ She started to panic. _But- but . . . how? How?!"_

"I don't know where I am."

. . .

It was dead silent. It felt like centuries had passed before she heard a rustling noise, and then she felt like she was falling. A loud, sharp _thunk_ echoed through her mind, and she felt the feeling of being thrown to the ground. But she didn't move. She couldn't move from her spot, looking down at her surroundings in . . . somewhere. But where? Where was she? Again, Lilly started to panic.

"I don't know where I am. Please- oh god, I don't know where I am!"

Her eyes began to dart around again as she called out.

"Someone, please, anyone, I don't know where I am!"

Someone- or maybe something- seemed to lift her into the air. She could feel a presence at the back of her mind, but she was too terrified by what was going on to pay it much attention.

"Is anyone there? Clara? Doctor? Doctor, please help, I don't- I don't know where I am."

Her eyes continued glancing around as she ran a hand through her hair out of habit. _Oh god, that machine was probably headed for Clara, and I just happened to run into it- Clara's in danger!_ Her eyes widened with fear for her best friend.

"Please, Doctor, if-if you can hear me, just- make sure Clara's safe."

She could only pray that he could hear her. He had to.

"I'll-I'll be fine, just- keep her safe."

Okay, that was a lie. A huge, ginormous lie. _However,_ it was a lie made to try and protect her best friend, so technically, it was a perfectly justifiable lie.

Clara's voice echoed from someplace outside of Lilly's mind, and Lilly's eyes widened at the terror in her voice.

" _Doctor? Doctor, help me! Doctor? I . . . I don't know where I am. I don't understand. Doctor, help me please! I don't know where I am."_

. . .

" _I don't know where I am!"_

It was like a switch had been flipped inside of Lilly's mind, and she found herself saying it too.

"I don't know where I am!"

A loud whirring sound was heard, then everything went black.

* * *

. . .

"Where am I?"

Lilly found herself saying those words, not for the first time since she regained consciousness after the low whirring sound had seemingly knocked her out.

"I don't know where I am."

 _I don't know what's going on, somehow I'm stuck in a 2-dimensional area, and that's completely impossible so obviously I- wait. Wait a moment._

She paused in her thoughts as she realize something. Yes, she had looked at her surroundings earlier, but she had been glancing around in fear, barely taking in anything noticeable. She was simply looking for threats, anything that her mind could focus on to distract her from the idea that she had no clue where she was.

So for the first time, Lilly stopped in her tracks, and truly took a look at her surroundings. And what she saw was astounding and rather eerie at the same time. But what she saw still didn't give her the answer to another question: How did she get there?

"Doctor?"

. . .

"Doctor, are you there?"

. . .

"Doctor, please, I-I don't . . . I don't- I don't know what's going on."

Lilly ran a hand through her hair again. She was becoming too tense, too stressed to healthy.

"I-I practically always know what's going on. I don't especially l-like it when I don't. S-smartest in my class, nearly every year."

Beginning to breathe more slowly, she tried to sway away from the main topic at hand to help herself calm down, but her thoughts wouldn't allow her to avoid it for any longer.

"I-I don't know if you're . . . if you're even out there. I just- I figured it out. Where I am."

. . .

"I'm on my phone, aren't I?"

And even as she said it, even as she knew it was out there, and even as she could see how it was her phone's wallpaper right in front of her, it didn't seem like it could be real. But there it was. The impossible truth.

She had noticed it right when she took her first, true look at the screen mere seconds ago. The wallpaper for her home screen was a picture she had taken of Clara. It was on Valentine's Day, and despite Clara's wishes, Lilly had gotten her a present. It was a stuffed bear, holding a heart that said "Hug Me!" Clara had loved it, and Lilly had taken a photo of Clara as she hugged the bear.

It brought a smile to Lilly's face as she thought about it, but she snapped herself out of her thoughts. She had to at least try and help the Doctor - assuming that he could hear her – and hopefully any details she could provide could be useful. She seriously doubted the relevance of the details she could provide, but in any case she failed in doing the right thing, which would be better than just sitting back and making him do all of the work.

"I can't- I can't see . . . I can't see anything outside of my phone. It's like I've been downloaded on-onto the screen, almost like I'm looking down at it, but I can't move away from the screen, I-I guess."

. . .

"I-I don't know if that's of any use. I doubt it is, to be honest."

. . .

"I don't even know if you can . . . if you can hear me at all."

Doubts were starting to cloud her mind. She was beginning to doubt that she was helping at all- that she had ever helped at all. She was starting the doubt that the Doctor could even hear her.

The presence at the back of her mind seemed to grow stronger as she started giving up, and she began to stress out even more over that.

"Even though I can't . . . I can't see what's going on, wherever you are . . . I can- I can practically sense it- I can sense that something's happening. I don't-I don't know why."

. . .

"Doctor, please."

. . .

"Doctor, I'm so scared."

The next second, Lilly's voice was gone. She couldn't talk. What use was she if she couldn't talk? If she couldn't at least try to relay information that could possibly be helpful?

 _I'd be useless,_ she thought, and just like that, a dam broke behind her eyes. Tears started pouring down her cheeks, and she began silently sobbing as she broke down.

She cried for Clara, for her best friend, who had been downloaded into the data cloud too.

She cried for herself, for how lost she felt and how helpless she was.

And she cried because she had officially reached the lowest point she could. She had become useless to one and all. And there were no words to describe how horrible that felt.

The presence in her mind seemed to grow suddenly stronger, and the way it forced itself into her head caused her to scream out silently in pain.

 _What's happening to me?_

 ** _What's happening to-_**

All thoughts were gone as her consciousness disappeared from her phone. The only signs left to show she was ever there were a few stray teardrops scattered across the wallpaper, never to be removed.


	5. Chapter 5

Hazel-green eyes began to flutter open, only to snap shut quickly after. Bright light flooded through Lilly's eyelids, seemingly blinding her. Her movement felt sluggish as she tried to raise a hand to shade her eyes, and it took her a minute to realize that the reason she felt as though she wasn't moving was simply because she wasn't in fact moving.

Something was holding her hand down. It felt like someone had placed a ten-ton weight on her hand, and it was only when it moved that she realized that it was someone else's hand.

 _But who's holding my hand?_

For the second time, Lilly attempted to open her eyes. The light didn't seem quite as blinding as before, but it was still bright enough to cause her to squint.

A faint voice seemed to echo around her, muffled and nearly silent, like listening from underwater. She couldn't make out anything else, but as her senses started to de-fog, some things seemed to slowly come into focus.

The hand holding hers was slightly rough, but the grip was loose and . . . caring, maybe. A thumb seemed to trace itself across the back of her hand, and the soothing gesture made her wonder even more of who it was that was holding her hand.

She couldn't remember who the options were, only fuzzy pictures in the back of her mind would fade into view when she tried to think of who the person might be.

Lilly closed her eyes, trying to make the images come more into focus. One of the images seemed recent, as though it was a memory from earlier in the day, maybe.

A thought of a brunette with deep brown eyes played in her memory. Her name danced at the back of her mind, not coming fully into view but not fading away either. Feelings of happiness and excitement filled her as she thought harder about the woman.

The only other person she could remember was a man . . . his image was extremely out of focus, as though she hadn't had much time to develop it, or to memorize how he looked.

The only significant detail she could make out at the moment was brown hair, with a little twirl at the front. He had . . . he certainly had quite the chin, if what she could remember was anything to go by. Maybe he was the one holding her hand, since she couldn't imagine the woman to have such large hands.

Lilly's eyes slowly blinked open again, becoming accustomed to the light. As her vision focused, she gradually turned her head to try and see who the person beside her was.

A lock of floppy brown hair was the first thing to come into her line of sight, and the edges of her lips twitched up into a smile.

The man's name began to enter her mind, and Lilly slowly opened her mouth, trying the word on her tongue.

"Doctor?"

It felt strange, foreign even, to say such a name. She must have not known this man for long, but the way he hung his head, the way he stroked the back of her hand, they made her think that perhaps she just couldn't remember the other times she had met him. Maybe that was the reason why he did those things. _Yes, that has to be the reason,_ she agreed with herself.

She was snapped out of her thoughts by the sound of the man – the Doctor – calling her name.

"Lilly?" He asked, hope in his voice. She looked over to him, before saying in a weak voice:

"Doctor!" A smile stretched across her lips, a mirroring one finding itself onto the Doctor's too.

"I was wondering when you'd wake up!" Lilly began to reply, when her eyebrows furrowed together.

"Wait- when did . . . when did I fall asleep?" The Doctor, as though suddenly remembering their position, removed his hand from hers, scratching his head in an attempt to cover it up.

"Well- you didn't exactly fall asleep." She raised an eyebrow, silently telling him to go on. "You more of . . . erm . . . you just kind of- Okay, you know what, this is easier: What do you remember?"

She thought about the question. _What do I remember?_

Faint memories flew into her mind, but they weren't quite clear enough to make out . . . or maybe they were perfectly clear, but just didn't make sense. Anyway, she decided to just tell him what she remembered, however crazy it sounded.

"I- I remember . . . I was downloaded onto my phone, I think." Lilly chuckled softly.

" _I was downloaded onto my phone,_ " she mocked herself. "How stupid does that sound?" Lilly looked back to the Doctor, only to find a serious expression on his face. The smile fell from her lips.

"Did that- did that _actually_ happen?" He nodded, and her eyes widened slightly.

"Oh. Okay." The Doctor motioned for her to go on, and she nodded in understanding before continuing with what she could remember.

"Well, erm- the next part isn't all that clear. I can remember . . . it was quiet. Too quiet. I didn't . . . I didn't know where I was. I was lost- I had no idea where I was, and then . . . I heard Clara. She- she didn't know where she was either. And after that, I just . . . I think I just started talking to myself." She glanced at the Doctor then down at her hands which had become intertwined in her lap.

"I was . . . I was hoping that you could hear me, Doctor. I was practically going insane."

"I _could_ hear you." Lilly froze. "I could hear everything." She looked away in shame.

"That means that you heard me when I said-"

"- that you were scared, yes, I heard you." She kept her eyes glued to the wall to her left, away from the Doctor. She didn't want to know what he might think of her, knowing how scared she got.

"Lilly, look at me." She refused to look away from the wall. Lilly heard the Doctor sigh.

"Lilly, being scared is not something to be ashamed of. It's not something that shows weakness; in fact it shows how strong you are. If you can admit that you're afraid of something, then you can show people that you're brave enough to admit any of your faults." Lilly slowly opened her eyes, peering at him with hope.

"Do you- do you mean it?" The Doctor nodded, a small smile on his face. She grinned.

"Thank you, Doctor. Really." A short silence passed, in which they simply enjoyed each other's company, until Lilly reached out her arms.

"Could you help me up?" She asked, wiggling her hands like a toddler asking to be picked up. The Doctor smiled at her, and grabbed her hands to help hoist her up.

Her feet touched the cold floor, and she held on tightly to the Doctor's hand as she tried to stand.

"Woah!" She exclaimed as she nearly toppled over. The Doctor managed to keep a hold on her hand, allowing her to use him to keep her up. She shot him a thankful smile as they began their slow walk out the med-bay and into the hallway.

Her eyes were all over the place as they moved down the hall.

"Where are we?" She faintly recognized the design, but nothing was coming to mind when she tried to bring up a memory of where she remembered it from.

"The TARDIS." The Doctor grinned; clearly the TARDIS was a great source of pride for him.

"She's beautiful," Lilly commented. The walls hummed with approval, and if Lilly wasn't mistaken, she even sounded a bit smug. The Doctor grinned again, this time looking down at Lilly.

"Yes, she is. She is a beauty." Using his free hand, he reached out and patted the wall.

A question popped into Lilly's mind, and she couldn't resist saying it out loud.

"How can the TARDIS be so much smaller on the outside than she is on the inside?" The Doctor's eyes glazed slightly as he remembered a very similar quote from a very similar girl, from not too long ago.

" _Go on, say it. Most people do." Clara ran back out onto the cloud, her shoes kicking up tiny bursts of it as she went around the exterior of the TARDIS._

 _She ran back inside, with wide eyes and a slight smile playing on her lips._

" _It's smaller on the outside." His grin fell._

" _Okay, that is a first."_

"Doctor?" He snapped out of his thoughts by the sound of Lilly's concerned voice.

"Yes? Yes- what is it?"

"You stopped walking for a moment, I didn't know why. Is something wrong?" He shook his head.

"No, no everything's fine. I'm fine. We're all fine." Lilly smiled slightly at his rubbish attempt at covering up whatever was wrong, but she didn't press. Changing the subject in order to free him from any discomfort he may have received during that short exchange, she said:

"Shouldn't the console room have been much closer? I mean, when I was looking for the motorbike, I turned just about two or so corners and then I found it. It was even easier to find my way back, and now- hold on, she's showing off, isn't she?" Lilly arched an eyebrow at the ceiling.

"Are you showing off? Is that why you're making it take so long to reach the console room?" She smirked. "You clever girl." The Doctor smiled.

"You are, aren't you? You're showing off because you've met our new friend." A small shock went through his hand that he still had resting on the wall as they walked, and he quickly drew it away.

"Okay, okay, I get it!' He rubbed his hand. "No more mocking, okay."

Lilly continued walking with the Doctor, until something about his choice of words struck her.

"You- you said that I'm her friend." She shook her head, correcting herself. "No, you said that I'm a friend of both of you." Lilly glanced up at him, a hopeful look in her eyes.

"I'm your friend now, am I?" He looked slightly concerned.

"Well, yes- but only if you want to be, I supposed." Lilly grinned.

"Of course I want to be your friend, you're an amazing, _amazing_ man, but I was just asking because I can't usually make friends that easily." The Doctor shrugged.

"I wouldn't call that easy, necessarily. First, you nearly died when your neighbor turned into a robot, then a plane nearly crashed into your house, then we landed on that plane and nearly died there too if you hadn't saved us, and then you were downloaded onto your phone and still managed to stay sane. That doesn't really sound 'easy.' "

Lilly rolled her eyes, a smile on her face.

"Okay, point taken."

One more turn and they were in the console room. The lights surrounding the console lit up, as though welcoming them back. Lilly grinned at the familiar setting.

The Doctor helped her sit down in the captain's chair, although by that time she was able to do it all herself (he was just being overly-helpful). He began to race around the console, trying to press the right buttons and pull the right levers, seemingly all at once.

"So, are you ready to go and pick up Clara?" He asked her, smiling.

Lilly's eyes widened. " _Clara!_ Oh my goodness, I forgot all about her!"

"That's perfectly fine, you just woke up after getting _downloaded onto your phone_ for Pete's sake. Give yourself a break."

Lilly leaned back into the captain's chair, slightly relieved that she didn't have to feel completely guilty for forgetting about her best friend. Her fingers gripped tightly to the edges of the chair as the TARDIS took flight. The wheezing, grinding sound that was slowly becoming familiar echoed throughout the room, bringing a smile to Lilly's face. She could hear footsteps making their way towards the door, and she steeled herself for an onslaught of hugs and questions.

The door opened.

Clara walked in.

Her eyes landed on Lilly, and Lilly braced herself for a bear hug . . . but the one thing that she had _not_ been expecting, was a slap.

And that was exactly what she got.

* * *

 _ **Hello dear readers, and thank you for reading Chapter 5. I'm sorry for not updating yesterday, I had auditions for a musical I'm doing and I was stressing about it all evening.**_

 _ **Also, I'm sorry for the late update today. I had a meeting to talk about the Science Fair that I'm involved in at my school, and then on top of that, my teachers decided that the weekend is the perfect time to assign a ridiculous amount of homework.**_

 _ **So anyway, I apologize for the wait, and I hope that your teachers go easier on all of you. Thanks again for reading, and have a wonderful night (or, if you're reading this and it's no longer closing in on nighttime, then just have a wonderful morning/day/evening/whatever the heck you want to call it.)**_


	6. Chapter 6

_**Earlier**_

 _Slowly but surely, Clara awoke. She could have sworn that there had been a hand, lightly brushing through her hair, and she muttered:_

" _Doctor?" No one responded, and she lifted her head from where it had been resting on her arm, opening her eyes. She glanced around with confusion, until her eyes landed on a small note in the middle of the table, which read:_

 _Don't worry, Lilly's with me._

 _She'll stay in the TARDIS to recover, and then we'll be back_

 _Shouldn't be too long._

 _-The Doctor_

 _Clara's eyes widened._ _ **Lilly!**_ _She had forgotten all about her when she was trying to hack into the Wifi._ _ **What's happened to her? Why does she need to recover?**_ _These thoughts were flying through her head as she picked up the laptop and ran out of the café._

 _ **I better find out if she's okay . . .**_

* * *

 _ **Many Hours Later**_

 _Clara stood in her room, peering around at nothing in particular. It hadn't taken her long to realize that she had no way to contact the Doctor or to check on Lilly._

 _ **Great,**_ _she thought._ _ **Who knows when he'll be back.**_

 _A sudden zapping noise and a bright light from behind her caused Clara to jump. She spun around, her eyes quickly landing on what must've been the cause of the noise._

 _Someone, standing in the shadows cast by the curtains, faced Clara. The familiar figure caused her to raise an eyebrow._

" _Lilly, what the heck are you doing here? The Doctor said that you're 'recovering.'" Lilly ignored her._

" _Clara, I need you to remember this. It's very,_ very _important." Clara raised an eyebrow, but nodded nonetheless._

" _When the time comes – and you'll know it when it happens – I need you to do something for me." Clara nodded again, beginning to get slightly skeptical._

" _Of course. I mean, if you'd stop speaking in riddles then that would be great, and would probably make life easier for the both of us, but anyway, of course." Lilly seemed to grin slightly, but because of the shadows surrounding her, Clara couldn't truly tell._

" _When it happens, you need to save me from it."_

" _From what?"_

" _From myself." Clara shook her head._

" _Okay, you know what I said about speaking in riddles? This is what I'm talking about. And why aren't you in the TARDIS, recovering? The Doctor said-"_

" _I know what the Doctor said," Lilly snapped. She didn't have much time left; she could feel it in her bones._

" _Just remember what I told you." Clara nodded wordlessly. Lilly never snapped at her. She never got upset at small things like that . . . so who was this?_

" _Who are you?" Clara voiced her thoughts aloud. Lilly seemed to smile weakly._

" _To quote a good friend of mine, 'Spoilers.'" And without further ado, Lilly reached to something on her arm, and bright flash of light engulfed her. In the blink of an eye, she was gone, and Clara was alone in her room once again._

* * *

 _ **Now**_

"What was _that_ for?!" Lilly asked in shock, holding her stinging cheek.

"You know exactly what that was for," Clara spat. "Popping into my room, speaking in riddles, then just popping back out again. What the heck was that about?!"

"Clara, I _really_ don't know what you're talking about. Really, I've been in the TARDIS since I woke up!" Clara opened her mouth to speak, but no words came out. She huffed,

"Fine, but how did- how did you . . . ugh, fine. I give up." The Doctor, after silently watching the exchange, clapped his hands together.

"Erm- anyway, Clara, you didn't answer my question earlier." The Doctor said, changing the subject.

"What question?" Clara asked, letting the topic from earlier go (for now).

"You don't seem like a nanny." Clara paused, thinking for a moment of how to respond.

"I was going to travel. I came to stay for a week before I left, and during that week . . ."

"She died," The Doctor finished for her.

"So you're returning a favour. But 101 places to see, and you haven't been to any of them, have you? That's why you keep the book." Clara moved closer, allowing a small smile onto her face.

"I keep the book because I'm still going."

"But you don't run out on the people that you care about," The Doctor said, peering at Clara curiously. He looked down, and muttered to himself: "Wish I was more like that."

Lilly looked up at him, a curious yet concerned look on her face. She shared a glance with Clara.

"You know, the thing about a time machine, you can run away all you like and still be home in time for tea," he said. A smile was on his face as he practically seemed to skip closer to the two girls.

"So what do you two say?" The smile on his face seemed contagious, and Lilly couldn't help but find herself grinning too. "Anywhere. All of time and space right outside those doors."

Clara smiled, turning to look at the doors before turning back to the Doctor.

"Does this work?" The Doctor gave her a confused look, and she continued.

"Is this actually what you do? Do you just crook your finger and people just jump in your snog box and fly away?" Lilly had to stifle a laugh as she scolded her.

"Clara!" She exclaimed at the same time that the Doctor said "It is not a snog box!"

"I'll be the judge of that," Clara replied with a smirk. Lilly faked a belch.

"Starting when?" Lilly smiled, and walked over to the two.

"How about this . . . come back tomorrow, ask us again." The Doctor looked down, and started to fiddle with the console.

"Why?"

"Because tomorrow we might say yes." Clara and Lilly grabbed each other's hands and began to move back towards the door. Clara called back over her shoulder:

"Sometime after 7:00 okay for you?" She asked.

"It's a time machine," the Doctor said, exasperatedly. "Any time's okay."

"See you then," Lilly responded. A smile on her face. She was about to walk out the door when the Doctor called out again.

"Clara?" Clara turned around, her hand resting on the door handle.

"Uh-huh?"

"In your book there was a leaf. Why?" Clara and Lilly shared a glance.

"That wasn't a leaf," Lilly started.

"That was page one." Clara finished it for her, and with that, they opened the door, and left the TARDIS.

"He's got to be so confused right now," Lilly whooped as they stood outside of Clara's door. As they stood there a moment longer, the smile slowly dropped from her face.

"Clara- you said that I was in your room earlier-"

"It's fine, I get that it wasn't you. I mean, I do want an explanation, but I know that you can't give me one since you apparently weren't there." Lilly paused.

"But- what if I was?" She looked up at Clara. "What if I was there, but not- not _me_ me?"

Clara raised an eyebrow. "What's that supposed to mean?"

Lilly leaned against the door.

"I mean, we just found out about time travel, and aliens, and all sorts of stuff. So what if it was, I don't know, _future_ me, not current me, or maybe it was an alien or something."

"Not a very comforting thought," Clara commented with a smirk. Lilly rolled her eyes playfully.

"Shut up, it's the best explanation I can think of." Lilly opened the door after a light-hearted whack to Clara's arm, and they entered the house.

Little did they know, at that very same moment, the Doctor was delving into their past. Going deeper into it than even they could remember, he wanted something very specific from it.

He wanted to unravel their mystery, and he wanted to do it now.


	7. Chapter 7

Lilly stood in her room, looking herself up and down in the mirror.

"Well, I guess it's an okay outfit," she muttered. "I don't think it looks the best it could, but it should work for adventuring." She turned sideways to test how she looked from another angle.

"Ugh, still not the greatest, but it'll do." Her outfit wasn't the prettiest, but it was most likely going to be appropriate if any sort of running or physical exercise was going to be involved in going with the Doctor.

Lilly turned back to face the mirror. Her long brown hair had been pulled back into a braid, and although it still fell quite a ways past her shoulders – so only the tiniest bit shorter than usual – she wasn't risking trying to tame it any more than that (her hair was a monster when she tried to put it in a bun). Her outfit consisted of a pale-blue flannel shirt over a white tank top. Skinny jeans and a pair of black, high-top Converse just about finished off the outfit.

Lilly looked to her right, towards her desk. The little rack she used to hang her necklaces on caught her eye, and she made her way towards it. Lilly only owned about five necklaces, two of which had been given to her by Clara, and the other three . . . well, she wasn't sure where she got them from, really. Possibly given as a gift by some obscure relative many Christmas's ago, since she couldn't ever recall having someone other than Clara over to her house for Christmas.

Lilly unhooked one of the necklaces from the rack, and walked back over to her mirror. Holding it up to her chest, she peered at her reflection.

 _I look okay,_ she thought to herself. _Hopefully Clara agrees._ Clara was her boss when it came to her outfits. On the night prior to an event that she would have to go to, Clara would always come over and tell Lilly what looked good and what didn't. She'd help with makeup, jewelry, everything. One time she even brought over some dresses of her own, since she'd decided that Lilly's were too unprofessional.

Lilly continued to stare at her reflection. The necklace, in her opinion, looked good with the outfit. It was a thin black choker with a small, silver crescent moon dangling from the front. A wheezing noise echoed from outside, and Lilly quickly put on the necklace before running out of her room, down the hall and out of her house.

A grin was plastered onto her face as she saw the TARDIS waiting for her on her lawn. Clara peeked out the door, smiling as she watched Lilly run up to her.

"Well someone looks adorable," she commented. Lilly smiled.

"Glad the boss approves." They looked at each other for a moment longer, both barely containing their excitement, before Clara opened the door further, and Lilly ran inside.

Lilly's smile got wider as she noticed the glee on the Doctor's face. Clara shut the door behind her.

"So we're moving through actual time?" Clara asked, before running up to the Doctor. "So what's it made of, time? I mean, if you can just roll right through it, it's got to be made of stuff, like jam's made of strawberries, so what's it made of?"

"Well not strawberries, no, no no no, that would be unacceptable." Lilly giggled. The Doctor began to move to the other side of the console so she followed him.

"So we can go anywhere?"

"Within reason. Well, I say reason." Lilly grinned, and shared an excited look with Clara.

"So we could go backwards in time, yeah?" Clara questioned.

"And space, yes."

"And forwards in time."

"And space, totally. So where do you want to go, hey? What do you want to see?" Lilly smiled as she followed them around the console. The Doctor turned to face the two girls, expecting an answer.

"I . . . I don't know," Lilly admitted, eyes wide. "I mean- you offer us all of time and space, and we've no idea what's out there." She looked up at the Doctor. "We've never been off of Earth; we have no clue what could possibly be waiting for us." Lilly grinned.

"So . . . how about . . . someplace awesome!" The Doctor clapped his hands, and quickly spun around to flip some switches on the console. Lilly laughed in delight as she held on to the railing.

 _This is the best day of my life!_

* * *

The Doctor slowly led Lilly and Clara out of the TARDIS, after giving them the instruction to keep their eyes closed. He kept one hand on their shoulders to keep them steady.

Light seeped through Lilly's eyelids, and a smile spread across her face.

"Can you feel the light on your eyelids?" The Doctor asked. Lilly nodded, while Clara responded with "mmm-hmm."

"That is the light of an alien sun." Lilly's grin grew wider as the Doctor maneuvered them slightly further away from the TARDIS.

"Forward a couple of steps . . . okay," he said. Lilly could hear the smile in his voice. "Are you ready?"

"Yes," Clara replied, while Lilly nodded her head again. "No! Yes." Slowly, the two girls opened their eyes. Lilly stared in awe at the ginormous sun in front of them.

"Welcome to the Rings of Akhaten."

Wonder filled Lilly's eyes as she watched the sun; watching flickers of light emanate on its surface, flares reaching out in bursts of scarlet and gold. What seemed to be a city loomed before them, standing humble yet strong on top of one of the larger asteroids orbiting the star.

"It's . . ."

"It is!" The Doctor exclaimed. "It so completely is, but wait! There is more!" Lilly gaped.

"More what?" She asked.

"Wait wait wait." The Doctor peered at his watch. "In about five, four, three . . ." He slowly walked them forwards a little bit more. ". . . two . . . look at that." As he finished the countdown, a large asteroid moved past them, revealing a golden pyramid atop one of the asteroids.

"Woah," Lilly breathed. It shone in the light of the star, reflecting every ray, and she couldn't take her eyes away from it.

"What is it?" Clara asked.

"The pyramid of the Rings of Akhaten. It's a holy site for the Sound Singers of Akhate," the Doctor explained. Clara tore her eyes away from it, asking:

"The who of what?" The Doctor turned to face her.

"Seven worlds, all orbiting the same star, all of them sharing the belief that life in the universe originated here, on that planet." Lilly turned to him.

"Did it?" She asked. "Did all life actually come from here?" He smiled.

"Well . . . that's what they believe. It's a nice story." Clara paused for a second, before asking:

"Can we see it? Up close?" The Doctor looked down the two girls, before holding out his hands. Lilly didn't hesitate to grab on, and Clara followed shortly after. They all rushed back into the TARDIS.

* * *

When the TARDIS landed, Lilly was the first one out the door, quickly followed by Clara and the Doctor. The Doctor quickly took the lead however, leading them through the throng of people. Lilly's eyes darted around, trying to take in as much as she could, while still keeping up with the Doctor.

Once they reached a more open area, they stopped running. Lilly stared at her surroundings. Booths of all kinds were lining the sides of the street. All sorts of different species were moving about, and she couldn't keep her eyes off of them.

Clara slowly started to move away from the Doctor, and Lilly held tightly to her hand, following her through the crowd.

"Wow, I just- wow," Lilly breathed. "It's just so . . . wow." Clara giggled at her friend's lack of words. Clara turned back to face the Doctor.

"Where are they from?"

"Oh, you know, the local system mostly."

"And what should we call them?" Clara questioned. Lilly was still gazing at all of the activity around them, but she was brought back into the conversation when the Doctor pointed at one of the aliens.

"Ah, there are some Pan-Babylonians." He pointed at another alien. "A Lugarlirakush." He looked around bit, before pointing out another alien species. "Uh, some Eukanians."

"I hope there won't be a quiz on all of this later," Lilly joked. The Doctor grinned down at her, before continuing to point out more species.

"A Hooloovoo," he said, greeted it in its own language, before it walked past.

"That chap's a Terraberserker of the Kodonian Belt; you don't see many of them around anymore." Clara looked back at the alien but the Doctor quickly tugged on her hand, and ran up to a more robot-looking alien. Lilly and Clara swiftly followed him, trying to dodge the other aliens.

"Ho-ho! That's an Ultramanta!" He ran back to Lilly and Clara. "You know, I forgot how much I like it here; we should come here more often." Lilly raised an eyebrow.

"You've been here before?"

"Yes, yes, yes. I came here a long time ago with my granddaughter." That stopped her in her tracks. _Granddaughter?_

"Hang on, you have a granddaughter?" He began to race off. "Doctor?" Lilly grabbed Clara's hand again, before running after him.

"Doctor!"

* * *

When they found the Doctor again, he had a small basket of glowing blue . . . things. Lilly wasn't sure what to call them. He walked up to them, the previous conversation seemingly forgotten.

"Exotic fruit of some description." He pulled out his sonic screwdriver, scanning the fruits while Clara took one from the basket and began nibbling on it.

"All right, non-toxic, non-hallucinogenic, high in free radicals and low in other stuff, I shouldn't wonder." Clara began shaking her head, clearly not liking the taste very much.

"No?" The Doctor questioned. She put the fruit back in the basket.

"So, why are all these people here?" Lilly asked. The Doctor hooked an arm over each girl's shoulder.

"Ah! For the Festival of Offerings. Takes place every 1,000 years or so when the rings align. It's quite a big thing locally, like Pancake Tuesday." Lilly smiled at the poor comparison. Clara turned around, and Lilly turned to go after her, when she saw Clara run into someone.

"Woah!" Clara exclaimed, drawing away from the alien. The person growled at her, and Clara's eyes widened. "Um, Doctor?"

The Doctor came rushing over, barking rapidly. Lilly slowly approached her friends, keeping an eye on the alien.

"What's happening? Why is it angry?" Clara asked, not taking her eyes off of the creature.

"This isn't an 'it,'" The Doctor said, pointing at the alien. "It's a _she_! Dor'een meet Clara, Clara, Dor'een."

"Dor'een?" Lilly questioned.

"Loose translation. She sounds a bit grumpy but she's a total love, actually. Aren't you, yes you are." He looked from Dor'een and back to Clara. "You know, actually, she's just asking you if you fancy renting a moped."

Clara looked to the moped, then back to Dor'een, and barked at Dor'een. The Doctor grinned at her, while Lilly was trying to figure out if she should laugh, be slightly ashamed or be proud of her friend's attempt at trying to speak an alien language.

"So, how much does it cost?" Clara asked.

"Not money, something valuable. Sentimental value. A photograph, love letter, something like that." Lilly raised an eyebrow, and the Doctor tried to explain further.

"That's what's used for currency here. Psychometry. Objects psychically imprinted with their history. The more treasured they are, the more value they hold."

"That's horrible," Clara replied, crossing her arms.

"Much better than using bits of paper." Lilly placed a hand on her hip, trying to formulate a response, but when she was unable to find any she simply settled for huffing and crossing her arms.

"Then you pay," Clara said. Lilly gaped at her friend.

"With what?" Clara was about to respond to the Doctor when Lilly interjected:

"Clara, you can't just ask him to give up something treasured, that's just . . . that's just rude." Clara looked properly shamed for a moment, but it was gone as quickly as it came, and Lilly rolled her eyes in resignation. It was so hard to get a lesson through her head sometimes . . .

Clara turned to talk to the Doctor, only to find that he had run off at some point in their short exchange.

"Doctor?" She called, and Lilly whipped around, hoping to catch a glimpse of the bow tie-wearing alien. No such luck.

She let out a frustrated groan, and was about to try to call for him when a little girl ran up to her.

"Oh! Hi, are you okay?" She asked. The girl stared at her for a second, before darting past. Lilly turned to face where she had run off to. She shared a glance with Clara.

"Huh," Lilly commented.

"Do you think we should-"

"Yeah we should."

And with that, they ran off after the girl, blissfully ignorant of the Doctor's eyes watching Lilly's every move.

"Odd how she acts and looks so much like _her,_ yet she has no clue who _she_ is . . ." He stared at the spot that she had just been for a moment, before slipping relucantly back into the crowd. She was a mystery to solve, and quite a strange mystery at that, but she was to be solved at another time. For now, he had to remain clueless.

But little did he know, the time was rapidly approaching where he would be clueless no more.


	8. Author's Note

**Hello everyone.**

 **Sorry about this chapter; I'm sure that it's not what you were hoping for when you clicked on the story, but this needed to be said.**

 **Because of the removal of Doctor Who from Netflix, it's going to take quite a bit longer than usual to come out with the next couple of chapters. I say this because the way I write the chapters is that I go to Netflix, start the episode and pause after every line so I can write it down. After that, I insert Lilly into the story, so, you know, you'd actually (hopefully) find what you came here for.**

 **However, because of Doctor Who's removal, I don't have any sources to give me the episodes line-for-line, so I'll have to figure out another way to watch the episodes, since I only have the Tenth Doctor on DVD.**

 **Anyway, I just wanted all of you to know why updates will be much slower than before, and I once again apologize for that, but look on the bright side: at least I'm not putting this story on an indefinite hiatus . . . . *laughs nervously***

 **So, thanks for reading this, and have a great day!**

Sincerely,

 _TheLightBehindHerEyes_


End file.
